SFVMAFC

ARTICLE I
Members

Section 1: This Corporation shall consist of family memberships. A “family membership” is defined as a person or two persons living in the same residence both of whom who are at least 18 years old. The member applying for membership may designate one person as a companion member. This provision shall become effective January 1, 2009.

Section 2: Each family membership shall be entitled to two votes. The privilege of holding office and voting shall belong to two members in any family. The particular members of any family joining the club must be designated at the time of joining and at annual renewal.

Section 3: Not Used

Section 4: The Board of Directors may alter from time to time the amount, time, and manner of payment of annual dues, payable to the corporation by the active members. Change of dues shall be ratified by the members before going into effect.

Section 5: The purpose of this corporation shall be to serve as a medium of exchange of ideas information, and parts for enthusiasts of the Model A Ford car, and to aid members and other such enthusiasts in their efforts to restore and preserve the car in its original likeness. This association shall be non-profit, non-commercial, non-sectarian, non-partisan and non-political.

Section 6: A membership may be cancelled for cause, after an appropriate hearing, and by an affirmative vote of two-thirds of the active members present. Notice of the meeting and its purpose shall be given per Article VIII, Section 3. The vote shall then be cast by secret ballot at this hearing.

Section 7: Membership in a National Model A Ford club shall be a pre­requisite for membership in the San Fernando Valley Chapter.

Section 8: A “member in good standing” is defined as a member whose current dues are paid, or have been exempted by Board action. Hereinafter, “member” shall mean a “member in good standing” unless otherwise modified.

ARTICLE II
Meeting of Members


Section 1: With the exception of the annual meeting, the time and place of all meetings shall be set by the Board and notice provided per Article VIII, Section 3.

Section 2: The annual meeting of the members shall be held in the month of November each year normally on the Thursday before Thanksgiving. Other meetings will be set by the Board. All meetings will be at the time and the place designated by the Board, with notice given per Article VIII, Section 3.

Section 3: Not Used.

Section 4: Special meetings of the members may be called at any time for any purpose by the President, or by the Board of Directors, or by not less than 15-percent of the members. Notice of any Special meeting of the members, stating the item, and in general terms the purpose thereof, shall be given per Article VIII, Section 3.

Section 5: Not Used

Section 6: Not Used

Section 7: At any meeting of the members, called for the conduct of club business, 15-percent of the club members present, including ballots received by mail shall constitute a quorum to transact business. Unless otherwise specified in this document, a simple majority of votes of the members present and votes by mail is required to carry an action.

Section 8: The President or, in his absence, the Vice-President or in their absence any active board member shall call the meetings of the members to order and shall act as the presiding officer thereof.

Section 9: The Secretary of the corporation shall act as the recording Secretary of all the meetings of the members, and in his absence, the presiding officer shall appoint a recording Secretary.

Section 10: At the regular October meeting, members shall nominate those eligible to serve on the Board of Directors for a two-year term. The person nominated must give approval before his name is placed on the ballot. The person nominated is not required to be a current member of the Club, but must be a member on or before the January meeting of the first year in which he is to serve on the Board of Directors.     

Section 11: Elections will take place at the annual meeting in November, notice of such elections having been mailed, along with ballots, to each member per Article VIII, Section 3. Ballots must be completed by members and either: (1) taken to the annual meeting, or (2) mailed to the club’s official current Post Office box by such a date as to assure its arrival on or before the date of the annual meeting. Four Board members shall be elected in even years and three in odd years.

Section 12: At the Annual Meeting in November, ballots will be counted and the nominees receiving the most votes will be announced as the new board members. After the new board members have been announced, all board members will be introduced. Immediately following the introduction, this new Board shall have a private meeting to determine if there is a need for a run-off for the election of the President. Those members of the new board who wish to, and are eligible to run for the office of Chapter President, will announce themselves to the new Board members. To be eligible to run for the office of Chapter President, the person must have served at least one year on the Board of Directors, not necessarily the previous year. If more than one member of the new Board announces for President, a run-off election will be held, otherwise, the announced candidate will be accepted as President. However, no announcement of the name of the new President shall be made until the Board is installed.

Section 13: The election of the Chapter President, if required, will take place on the 15th of December, with ballots and notice of such election having been made within seven days of the Annual Meeting. All other provisions of Article VIII, Section 3 being complied with. Ballots must be completed by members and mailed to the Chapter’s official current Post Office Box by such a date to assure its arrival before the 15th of December.

Section 14: The elected Chapter President and the remaining Board of Directors, will meet privately and select the other officers before 31 December. The Board of Directors, hereafter referred to as Officers, shall assume their duties at the first Board Meeting called the year following their election and the names of the Corporate Officers shall be announced within reasonable time thereafter, and/or installed at an Installation Banquet.

ARTICLE III
Officers


Section 1: The Officers of the corporation shall be a Chapter President, Vice-President, Secretary, Treasurer, Activity Chairman, Membership Chairman, and one Member at Large.

Section 2: An Officer must be a member of the San Fernando Valley Chapter and may hold two offices simultaneously, with the exception of President and Vice President.

Section 3: Vacancies in any of the Offices except the Presidency may be filled by appointment until the next regular election, from members of the Board by a majority vote of the Board, or from the membership at large by unanimous consent of the Board. Or by special election, where the Board seeks candidates and notice of the election is given per Article VIII, Section 3.

ARTICLE IV
Duties of Officers


Section 1: The PRESIDENT shall be the principle Executive Officer of the chapter, generally supervise and control all of the business matters and affairs of the chapter, and shall preside at all meetings.

Section 2: The VICE-PRESIDENT shall perform all the duties of the President, in case of absence or disability of the President. The VICE-PRESIDENT shall serve as assistant to the President during the year and in the event of a vacancy in the Presidency, the VICE- PRESIDENT shall become President for the remainder of the year.

Section 3: The SECRETARY shall keep a full and complete record of the proceedings of the meetings. He shall serve such notices as may be required, and shall discharge such other duties as pertain to the Office. He shall maintain the corporate records of the club in good order. He shall maintain Job Descriptions per Section 10 and the SOP’s per Art. VIII, Section 3.

Section 4: The TREASURER shall receive and safely keep all funds of the corporation and deposit these same funds in a bank as pre-approved by the board. The TREASURER shall maintain records of all transactions and submit an annual report from those records. The TREASURER must annually have a report prepared on the Club’s finances and must report and submit all information for taxes to the Agency, as prescribed by the California State Laws for Non-Profit Corporations.

Section 5: The ACTIVITY CHAIRMAN shall be in charge of all monthly and other Club Activities during the year. He must give notification for ALL such events to the Secretary for input into the monthly minutes and an event(s) copy to the Editor of the Newsletter for mailing with or incorporation in the Monthly newsletter.

Section 6: Not Used

Section 7: Not Used

Section 8: The MEMBERSHIP CHAIRMAN shall be in charge of keeping accurate up-to-date records of the Club’s membership. He shall report at the monthly meetings any additions, changes or deletions to the Club membership Roster and prepare for distribution at the February meeting, the Annual Club Roster, which includes all paid members as of February 1st.

Section 9: The Member at Large shall be given the first opportunity to become a Committee Chairman. If this opportunity is rejected, then the Member at Large shall perform such duties as requested.

SECTION 10: All offices shall have written job descriptions, which will be reviewed by the respective officers at the beginning of the year. Prior to the end of each year, the officers shall submit suggested changes to these descriptions. If approved by the Board, the Secretary shall update the Job Descriptions prior to the end of the year.

ARTICLE V
Seal


Section 1: A Seal is no longer required. The current one described below shall be kept by the Club Historian. The Corporate Seal is circular in form and contains the following inscription:

*SAN FERNANDO VALLEY CHAPTER, MODEL A FORD CLUB OF AMERICA, INC.*

(Circled around the outside)
INCORPORATED
JULY 10,1969
CALIFORNIA
(Circled around the inside)

ARTICLE VI
Committees


Section 1: The President, with the approval of the Board, shall appoint committees as needed.

Section 2: The Board will approve the appointment of an Editor for an indefinite period to serve at the pleasure of the Board. The Editor shall be in charge of compiling, printing and distributing the monthly newsletter, as required. Said Newsletter shall inform the membership of upcoming events and items of general interest.

ARTICLE VII
Amendments

Section 1: Amendments to these By-Laws may be proposed by the Board, or by petition to the Board by 15-percent of the members.  Amendments shall be submitted to the members in writing and mailed with ballots in accordance with

Article VIII, Section 3. The vote will be by ballot mailed to the Secretary, or carried in person to the meeting scheduled for the vote. To be ratified, at least 20% of the members must cast votes and an amendment must receive a two-thirds majority vote of members voting at any regular or special meeting.

Section 2:  Amendments become effective immediately upon being approved by the members, except as may be written into an amendment.

Section 3: These By-Laws may be amended and approved by the unanimous action of the Board where the only changes made are editorial to correct mistakes or clarify the wording. Such action taken by the Board shall be announced at the next regular meeting of the members and published in the next issue of the newsletter after such changes are made.

ARTICLE VIII
Procedures and Practices

Section 1: Parliamentary Procedures: In absence of specific rules, the current edition of ‘Robert’s Rules of Order’ shall govern the deliberation of this Organization.

Section 2: Language References: Any reference to the words ‘he, his, him, man, or men’ is for descriptive purposes only and shall not, in any way, be construed to limit the application of the Articles or Section in which they appear to the masculine gender.

Section 3: Notices: Where notices are required, they shall be given at least three days but not more than 30 days before the action for which a notice is required. Notices may be given by email with a return receipt requested, or by US Postal Service. Notices in the club newsletter suffice to meet this requirement providing they meet the time constrains of this section. Where a notice is given in the newsletter of a meeting or action that is abnormal, the address space shall be clearly marked, “NOTICE INSIDE.”

Section 4: Standard Operating Procedures: The Board will document all standing policy decisions in a document called “Standard Operating Procedures.” These procedures (SOP’s) will provide corporate history for all club policies adopted and direction for all officers in the writing of the Job Descriptions. SOP’s may be changed by consent of the Board.

REVISION SUMMARY

The Bylaws Revision of September 19, 2008 to the Bylaws dated November 8, 2005 accomplished the following Principle changes:

  1. Defines “membership” as a family & set the minimum age: AI-S1, AI-S2, AI-S6, AI-S6, AIII-S2*
  2. Drops  “Non-Transferable” Membership:  AI-S3
  3. Drops MAFCA requirement for Membership: AI-S7
  4. Generalizes the Meeting Date & Time: AII-S1
  5. Relaxes the requirement for annual Meeting before Thanksgiving: AII-S2
  6. Requires 15% to call meetings: AII-S4
  7. Drops an undecipherable paragraph concerning meetings : AII-S6
  8. Sets meeting quorum at 15% including mailed ballots and simple majority to pass a measure: AII-S7
  9. Extends the time to set up a run-off election: AII-S13
  10. Allows more time for new Board to organize and establishes the time the new Board is effective:

AII-S14

  1. Reduces the Board from 10 to seven members: AIII-S1, AII-S11, AIV-S6, AIV-S7, AIV-S9
  2. Prevents the same person from being President and Vice President, simultaneously: AIII-S2
  3. Permits the Board to appoint new members to fill vacancies: AIII-S3
  4. Redefines Secretary’s duties: AIV-S3
  5. Requires Job Descriptions for positions: AIV-S10
  6. Notes that a seal is not required: AV-S1
  7. Requires Board approval to appoint committees: AVI-S1
  8. Establishes the Newsletter Editor as a committee chair and describes the duties: AVI-S2
  9. Requires 15% of members to petition Bylaw amendment; permits voting by mail; requires 20% for quorum: AVII-S1
  10. Establishes effective date of amendments: AVII-S2
  11. Permits unanimous Board action to make editorial only changes to Bylaws: AVII-S3
  12. Requires the Board to document its policies in Standard Operating Procedures: AVIII-S4

* This abbreviation stands for the Article (Roman Numeral) and the Section (Arabic Numeral) where the changes occur.

The following changes were limited to changes of words, only, and resulted in no changes to Principles:

Miscellaneous: AI-S4, AIII-S4, AIV-S8,

Notices: AVIII-S3, AI-S6, AII-S1, AII-S2, AII-S3, AII-S4, AII-S10, AII-S11, AII-S13, AIII-S3, AVII-S1,

Def. “Member in Good Standing”: AI-S8,

Notice of annual Meeting dropped – combined with 5 above: AII-S3

Notice of Special Meeting dropped – combined with 6 above: AII-S5

Clarify need for run-off election: AII-S12

We Certify that the changes indicated here were made in accordance with the Bylaws dated November 8, 2005 and that the changes approved by the Membership on September 18, 2008 have been incorporated into the Revised Bylaws.

__________________________________________                        ___________________________________

Alan Bennett, President                                   (Date)                          Larry Margules, Secretary          (Date)